A Commandite limited by shares is an association comprising both partners who are jointly liable in all their assets toward the company obligations, and shareholding partners who are liable only to the extent of their shares in the capital.
ARTICLE (257)
In so far as the joint partners are concerned, the company shall be deemed a general partnership, and the joint partner shall be deemed a merchant even if he had not attained such capacity prior to his participation in the company. All joint partners shall be UAE nationals.
ARTICLE (258)
The capital of a partnership limited with shares shall be divided into negotiable shares of equal value.
ARTICLE (259)
The name of the "Commandite limited by shares" shall contain the name of one or more joint partners. In invented name or one derived from its own object may be annexed to the partnership's original name.
It is not permissible to insert the name of the shareholding partner in the company name, but if inserted knowingly, he shall, with regard to bona fide others, be deemed a joint partner.
In all cases the term "Commandite limited by shares" shall be added to the company name.
ARTICLE (260)
Provisions pertaining to the establishment of a joint-stock shall apply to the establishment of a "Commandite limited by shares" subject to the following:
1. All joint partners and other founders shall sign the Memorandum of Articles of Association. In so far as their liability is concerned, the provisions concerning a joint-stock company founders shall equally apply thereto.
2. names, surnames, nationalities and places of residence of the joint partners shall be mentioned in the Memorandum and Articles of Association
3. Company capital shall be not less than five hundred thousand dirhams.
ARTICLE (261)
Stocks issued by the a "Commandite limited by shares" shall be subject to the provisions concerning the stocks issued by the joint-stock companies.
ARTICLE (262)
The company management shall be assumed by one or more joint partners, and the Memorandum and Articles of Association of the company shall name the persons who are entrusted with the management and their respective powers. In so far as their responsibility is concerned, the provisions concerning founders and directors of joint-stock companies shall apply thereto.
ARTICLE (263)
The provisions concerning the functions and removal of the directors of joint-stock companies shall also apply to the managers of the Commandite limited by shares.
ARTICLE (264)
A shareholding partner, even if he holds an authorization, may not interfere in the management of affairs related to others. He may, however, within the limits allowed by the Articles of Association participate in the internal administrative affairs.
ARTICLE (265)
If a shareholding partners violate the provisions of the preceding Article, he shall be liable to the extent of all his assets toward obligations arising from the administration business conducted thereby. If he carried out such actions under authority from the joint partners, the party who had authorized him so to do shall be liable therewith toward the obligations arising from such actions.
ARTICLE (266)
Each "Commandite limited by shares" shall have a supervisory board comprising at least three members appointed by the General Assembly either from the shareholding partners, or from others for a period of one year subject to renewal in accordance with the Articles of Association. The joint partners shall have no vote in the election of the members of the supervisory board.
ARTICLE (267)
The supervisory board shall monitor the company business. For the purpose, the board may request the managers to provide it with a report on their management. It may also examine the company books and documents and conduct a stocktaking of its assets. The board shall give its views on such matters as the company managers may refer thereto, and to pronounce its consent of the transactions whenever, under the Article Association, such consent is required thereof.
If a significant default in the company management is discovered, the board may invite the General Meeting to convene.
The members of the supervisory board shall not be responsible for the defaults except for those discovered or came to other knowledge but failed or ignored notifying the General Association of them.
ARTICLE (268)
A Commandite limited by shares shall have a General Assembly comprising all the shareholding partners. Such Assembly shall be subject to the same provisions governing the General Assembly of the joint-stock companies.
Except under the manger's approval, the General Assembly shall not Adopt resolutions pertaining to the Company's relation with third parties.
ARTICLE (269)
Unless it is otherwise provided for in the Articles of Association, the extra-ordinary general meeting may amend the Articles of the Commandite limited by shares only by consent of all the joint partners.
ARTICLE (270)
A Commandite limited by shares shall have one or more auditor(s) who shall be subject to the same provisions governing the auditors in the joint-stock companies.
ARTICLE (271)
The provisions concerning the accounts of the joint-stock companies shall equally apply to the commandite limited by shares.
ARTICLE (272)
In the event of vacancy in the post of the manager of the Commandite limited by shares, the supervisory board shall appoint a temporary manger who will attend to urgent administrative affairs until the General Meeting convenes.
Such temporary manager shall, within fifteen days from date of his appointment, invite the General Meeting to convene in accordance with the procedures established by the Articles of Association, failing which the supervisory board shall extend the invitation without delay.